Browse EX-10 agreements

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

In consideration of my employment or continued employment by FIREFLY NEUROSCIENCE, INC., a Delaware corporation (“Company”), and the compensation being paid or to be paid to me during my employment with Company, I agree to the terms of this Agreement as follows:

1. Confidential Information Protections.

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Nondisclosure; Recognition of Company’s Rights. At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information (defined below), except (i) as may be required in connection with my work for Company, (ii) as expressly authorized by an authorized officer of C****ompany at the direction of the Board of Directors of Company; or (iii) as required or permitted to be disclosed pursuant to Rule 21F-17(a) under the Securities Exchange Act of 1934, as amended, or other applicable law, legal process or government regulation, provided, however, that prior to any disclosure of confidential information as

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Offer of Employment

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July 28, 2026

Dear Jessica L Paz,

On behalf of Firefly Neuroscience Inc (the “Company”), I am pleased to invite you to join the Company in the role of “Chief Accounting Officer”. In this position, you will be expected to devote your full business time, attention and energy to the performance of your duties with the Company. The effective date of your employment will be September 8, 2026, or such other date as you and the Company mutually agree in writing.

The terms of this offer of employment are as follows:

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FIRST AMENDMENT TO LOAN AGREEMENT

This FIRST AMENDMENT TO LOAN AGREEMENT(this “Amendment”) is entered into as of September 14, 2026 (the “Amendment Effective Date”), by and between GENASYS INC., a Delaware corporation, with its principal offices at 16262 West Bernardo Drive, San Diego, CA 92127 (“Borrower”), and MARAN PARTNERS FUND, LP, a Delaware limited partnership with an address of c/o La Plata Capital LLC, 90 Madison Street, Suite 303, Denver, CO 80206 (“Lender”).

RECITALS

(A)

Borrower and Lender are parties to that certain Loan Agreement dated as of June 9, 2026 (the “Loan Agreement”), pursuant to which Lender made a term loan to Borrower in the original principal amount of Four Million Three Hundred Thousand and 00/100 Dollars ($4,300,000.00) (the “Loan”);

(B)

Borrower has requested that Lender agree to certain amendments to the Loan Agreement, including an extension of the Maturity Date, a modification to the prepayment notice requirements, and a change to the governing law provisions; and

(C)

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SECOND AMENDMENT TO THE

EQUITY PURCHASE AGREEMENT

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This second amendment (this “Amendment”) to the Agreement (as defined below) is entered into as of September 9, 2026 (the “Effective Date”), by and between Change Agents Corporation, a Delaware corporation (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”, and collectively with the Company, the “Parties”).

WHEREAS the Parties entered into an equity purchase agreement on or around July 22, 2026 (as amended from time to time, the “Agreement”), as well as that first amendment to the Agreement on or around August 21, 2026; and

WHEREAS, the Parties now desire to amend the Agreement;

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NOW, THEREFORE, the Parties hereto agree as follows:

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NOTE PURCHASE AGREEMENT

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THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 8, 2026 (the “Execution Date”), is entered into by and between CHANGE AGENTS CORPORATION, a Delaware corporation (the “Company”), and each of the purchasers identified on the Issuance Schedule, including C/M Capital Master Fund, LP (collectively, the “Purchasers” and each, a “Purchaser”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 7 below, or as otherwise defined herein.

WHEREAS, the Company and the Purchasers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Securities Act”); and

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WAIVER AGREEMENT

This waiver agreement (this “Waiver”) is entered into as of September __, 2026 (the “Effective Date”), by and between Change Agents Corporation, a Delaware corporation (the “Company”), and [Dune Equity Holdings LLC][FirstFire Global Opportunities Fund, LLC], a Delaware limited liability company (the “Holder”). Reference is made to those certain promissory notes, dated as of June 2, 2026 (the “First Note”) and August 13, 2026 (the “Second Note”, and collectively with the First Note, the Notes”), each in the original principal amount of $250,000.00, issued by the Company to the Holder. Capitalized terms used but not defined herein have the meanings given in the Notes. The Company and the Holder agree as follows:

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1. **Limited Waiver; Warrants. **

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TERMINATION of INTERIM CEO SERVICES AGREEMENT

This Termination Agreement (the “Termination Agreement”) is made effective as of September 10, 2026 (the “Termination Date”) between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and LARCHWOOD MANAGEMENT PARTNERS INC. (“Larchwood”).

WHEREAS, the Company and Larchwood are parties to an Interim Chief Executive Officer Services Agreement made as of April 30, 2026 and effective May 1, 2026 (the “Interim Agreement”), pursuant to which Larchwood provided the services of Michael O’Connor as Interim Chief Executive Officer of the Company;

WHEREAS, Michael O’Connor has resigned as Interim Chief Executive Officer effective September 10, 2026; and

WHEREAS, the Company and Larchwood wish to terminate the Interim Agreement and establish the final amounts payable under that agreement through the Termination Date.

NOW THEREFORE, in consideration of the mutual agreements below, the parties agree as follows:

1. Termination of Interim Agreement

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Exhibit 10.5

RAINMAKER WORLDWIDE INC.

ACKNOWLEDGMENT OF FORFEITURE AND VOLUNTARY SURRENDER OF STOCK OPTION

Effective April 22, 2026

This Acknowledgment is entered into by Rainmaker Worldwide Inc. (the “Company”) and James Ross (the “Optionee”).

The Optionee acknowledges that, pursuant to the Director Stock Option Grant Agreement dated January 12, 2026, the Optionee was granted an option to purchase 1,924,192 shares of the Company’s common stock at an exercise price of $0.0209 per share.

The Optionee further acknowledges and agrees as follows:

1. Termination of Board Service.

The Optionee’s service as a member of the Board of Directors terminated effective April 22, 2026.

2. Forfeiture of Unvested Options.

Pursuant to Sections 4 and 6 of the Stock Option Grant Agreement, all portions of the Option that were unvested as of April 22, 2026 were automatically forfeited upon termination of the Optionee’s Board service.

3. Voluntary Surrender of Vested Options.

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INTERIM CHIEF EXECUTIVE OFFICER SERVICES AGREEMENT

This Interim Chief Executive Officer Services Agreement (the “Agreement”) is made as of April 30, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and LARCHWOOD MANAGEMENT PARTNERS INC. (the “Executive”), and shall become effective May 1, 2026 (the “Effective Date”).

1. Interim Appointment

Effective May 1, 2026, the Company hereby engages the Executive to serve as Interim Chief Executive Officer.

The Executive shall perform the functions customarily associated with the Company’s principal executive officer, subject to the authority and oversight of the Board of Directors.

This Agreement is a new and separate interim arrangement and does not extend, renew or reinstate the Executive’s prior agreement, which terminates effective April 30, 2026.

2. Purpose of Engagement

The Company is restructuring its management arrangements while continuing its existing business.

The purposes of this interim engagement include:

a) maintaining continuity of executive management;

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RAINMAKER WORLDWIDE INC.

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ACKNOWLEDGMENT OF FORFEITURE AND VOLUNTARY SURRENDER OF STOCK OPTION

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Effective April 30, 2026

This Acknowledgment is entered into by Rainmaker Worldwide Inc. and 2752128 Ontario Ltd. (the “Optionee”).

The Optionee acknowledges that it was granted an option on January 12, 2026 to purchase 3,330,332 shares of common stock at $0.0209 per share.

1. Termination of Service.

The Optionee’s applicable service to the Company terminated effective April 30, 2026.

2. Forfeiture of Unvested Options.

Pursuant to Sections 4 and 6 of the Stock Option Grant Agreement, all portions of the Option that were unvested as of April 30, 2026 were automatically forfeited upon termination of service.

3. Voluntary Surrender of Vested Options.

The Optionee voluntarily and irrevocably surrenders all portions of the Option that were vested and outstanding as of April 30, 2026 and waives the six-month post-termination exercise period otherwise provided under the Stock Option Grant Agreement.

4. No Consideration.

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MUTUAL TERMINATION AGREEMENT

This Mutual Termination Agreement (the “Termination Agreement”) is made as of April 30, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and LARCHWOOD MANAGEMENT PARTNERS INC. (the “Executive”).

RECITALS

WHEREAS, the Company and the Executive are parties to a Consulting Agreement dated July 3, 2017, as amended, supplemented or otherwise modified from time to time (the “Existing Agreement”);

WHEREAS, pursuant to the Existing Agreement, the Executive has assumed the Chief Executive Office role and provided management and related services to the Company;

WHEREAS, the Company is restructuring its management arrangements and associated costs;

WHEREAS, the parties have agreed that the Existing Agreement will terminate effective April 30, 2026;

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RAINMAKER WORLDWIDE INC.

ACKNOWLEDGMENT OF FORFEITURE AND VOLUNTARY SURRENDER OF STOCK OPTION

Effective April 30, 2026

This Acknowledgment is entered into by Rainmaker Worldwide Inc. and Larchwood Management Partners Inc. (the “Optionee”).

The Optionee acknowledges that it was granted an option on January 12, 2026 to purchase 3,330,332 shares of common stock at $0.0209 per share.

1. Termination of Service.

The Optionee’s applicable service to the Company terminated effective April 30, 2026.

2. Forfeiture of Unvested Options.

Pursuant to Sections 4 and 6 of the Stock Option Grant Agreement, all portions of the Option that were unvested as of April 30, 2026 were automatically forfeited upon termination of service.

3. Voluntary Surrender of Vested Options.

The Optionee voluntarily and irrevocably surrenders all portions of the Option that were vested and outstanding as of April 30, 2026 and waives the six-month post-termination exercise period otherwise provided under the Stock Option Grant Agreement.

4. No Consideration.

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